Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between [Company legal name] (“memberbeam”, “we”, “us”, or “our”) and the organization that creates a memberbeam account or uses the Service (“Organization”, “Customer”, “you”, or “your”).

If you accept these Terms on behalf of an association, club, nonprofit, company, or other organization, you confirm that you have authority to bind that organization, and “you” refers to that organization. If you do not have that authority, or do not agree to these Terms, do not use the Service.

These Terms incorporate the following documents, which form part of the agreement:

• Payments & Platform Fee Terms
• Acceptable Use Policy
• Data Processing Addendum
• Privacy Policy, which explains how we handle personal data where we act as a controller

If there is a conflict, the following order applies: (a) a signed order form or written agreement between you and us, (b) the Data Processing Addendum, as it relates to personal data, (c) the Payments & Platform Fee Terms, as they relate to payments and fees, (d) these Terms, and (e) the other policies listed above.

1. Definitions

“Service” means the memberbeam membership management platform, including the web application at https://app.memberbeam.com, the organizer mobile apps for iPhone, iPad, and Android, the member portal, websites built with memberbeam, Apple Wallet and Google Wallet passes, the public API and webhooks, integrations, and any related services we provide.

“Account” means the account your Organization creates to access the Service.

“Admin” means an individual you invite or authorize to access your Account and act on your behalf, such as a staff member, board member, or volunteer.

“Member” means any individual whose information you store or process in the Service, including members, family or household members, prospects, donors, event attendees, ticket buyers, and form respondents.

“Customer Data” means all data, content, and materials that you, your Admins, or your Members submit to the Service, including Member records, payment records, event data, email and SMS content, website content, files, and form responses. Customer Data does not include Usage Data.

“Usage Data” means technical and statistical information about how the Service is used and performs, such as logs, feature usage, and diagnostic data, that does not identify your Organization or any individual.

“Plan” means the subscription plan you select (for example Free, Community, Growth, or Pro), as described on our pricing page at https://memberbeam.com/pricing.

“Fees” means the Subscription Fees, Platform Fees, and Usage Fees described in Section 5.

“Third-Party Services” means products and services not provided by memberbeam, such as Stripe, GoCardless, QuickBooks Online, Xero, Zapier, Apple Wallet, Google Wallet, and domain registrars.

2. Your account

2.1 Eligibility

The Service is intended for organizations and the people who run them. Admins must be at least 16 years old and, where they act on behalf of an organization, old enough to form a binding contract in their jurisdiction. The Service is not directed to children as account holders.

2.2 Registration

You must provide accurate and complete information when you create an Account and keep it up to date, including your Organization’s legal name, billing details, and a working contact email address. We may send important notices about the Service to the email addresses associated with your Account.

2.3 Admins and access

You decide who has access to your Account and what permissions they have. You are responsible for:

• all activity that occurs under your Account, including actions taken by your Admins;
• making sure your Admins comply with these Terms;
• keeping login credentials confidential and using available security features, such as two-factor authentication, where appropriate; and
• promptly removing access for Admins who should no longer have it.

Tell us immediately at security@memberbeam.com if you believe your Account has been accessed without authorization.

2.4 Account ownership

The Account belongs to the Organization, not to any individual Admin. If there is a dispute between individuals about who controls an Account, we may rely on reasonable evidence of authority from the Organization (such as board minutes or official correspondence) and may suspend access while the dispute is resolved.

2.5 Data region

When you create an Account, your Organization is assigned to a hosting region (currently the United States or the European Union). Your Customer Data is stored at rest in that region, subject to the sub-processors and transfer mechanisms described in our Data Processing Addendum. Changing regions may require a migration that we will assist with on request.

3. Using the Service

3.1 Access rights

Subject to these Terms and payment of applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Service for your Organization’s own purposes, including running your membership program, events, communications, and fundraising.

3.2 Mobile apps

Our organizer mobile apps are provided as part of the Service. If you download an app from the Apple App Store or Google Play, the terms of that store also apply to your download. Apple and Google are not parties to these Terms and have no responsibility for the apps. Features such as Tap to Pay depend on the device, operating system, Stripe’s availability in your country, and Stripe’s own terms.

3.3 Restrictions

You will not, and will not permit anyone else to:

• copy, modify, or create derivative works of the Service, except as allowed by these Terms;
• reverse engineer, decompile, or attempt to discover the source code of the Service, except where applicable law expressly permits this despite this restriction;
• sell, resell, rent, or sublicense the Service, or use it to provide a service bureau to third parties, unless we agree in writing;
• access the Service to build a competing product or to copy its features or design;
• circumvent usage limits, Plan restrictions, security measures, or Platform Fee collection;
• use the Service in violation of our Acceptable Use Policy or any applicable law; or
• use automated means to access the Service other than through our published API, within its documented limits.

3.4 API and webhooks

If you use our public API or webhooks, you must keep API keys secure, respect rate limits, and follow our API documentation. We may change or deprecate API versions. Where a change is not backward compatible, we will give reasonable advance notice, normally at least 90 days, unless the change is needed for security or legal reasons.

3.5 Beta features

We may offer features labeled “beta”, “preview”, “early access”, or similar. Beta features are provided as-is, may change or be discontinued at any time, and are excluded from any service commitments in these Terms. We appreciate your feedback on them.

3.6 AI features

Some features use artificial intelligence to help you draft content, summarize information, or suggest actions (“AI Features”). AI Features are optional. You can choose whether to use them.

• AI output may be inaccurate, incomplete, or inappropriate. You are responsible for reviewing output before you rely on it, publish it, or send it to Members.
• We do not use Customer Data to train third-party AI models, and our AI providers are contractually prohibited from doing so.
• Inputs and outputs are Customer Data and are handled under the Data Processing Addendum.

4. Plans, trials, and changes to your plan

4.1 Plans

Each Plan includes the features, limits, and Platform Fee rate described on our pricing page at the time you subscribe. Some features, such as SMS, are available as add-ons with separate usage-based charges.

4.2 Free Plan

The Free Plan has no Subscription Fee, but Platform Fees apply to fee-bearing payments as set out in Section 5 and the Payments & Platform Fee Terms. We may apply reasonable usage limits to the Free Plan as described on our pricing page.

4.3 Trials

If we offer a free trial of a paid Plan, the trial will last for the period stated when you start it. Unless you choose a paid Plan before the trial ends, your Account will move to the Free Plan or have limited access at the end of the trial. We will not charge a Subscription Fee for a trial without your agreement.

4.4 Upgrades and downgrades

You can upgrade at any time. Upgrades take effect immediately, and we will charge a prorated amount for the remainder of your current billing period. The Platform Fee rate for your new Plan applies to payments processed after the upgrade takes effect.

You can downgrade at any time. Downgrades take effect at the end of your current billing period. If you downgrade, features or limits that are not part of the new Plan may become unavailable, but we will not delete Customer Data solely because of a downgrade.

5. Fees

5.1 Types of fees

You agree to pay the following, as applicable:

• Subscription Fees. The recurring fee for your Plan, billed monthly or annually in advance, as you choose.
• Platform Fees. A percentage of each fee-bearing payment processed through memberbeam, such as membership dues, event tickets, and other payments collected online or with Tap to Pay. The rate depends on your Plan, and the fee is capped per transaction as shown below. Platform Fees are collected automatically as a Stripe application fee at the time of the payment, or as otherwise described in the Payments & Platform Fee Terms.
• Usage Fees. Charges for usage-based add-ons, such as SMS messages, billed in arrears or from prepaid credit as described in the Service.

The current Platform Fee rates are:

Plan	Platform Fee
Free	3%
Community	2%
Growth	1%
Pro	0.5%

On every Plan, the Platform Fee is capped at US$25 per transaction, or the equivalent in the transaction currency.

No Platform Fee applies to donations, or to offline payments (such as cash or checks) that you record manually in memberbeam. Full details of what is and is not fee-bearing are in the Payments & Platform Fee Terms.

5.2 Payment processing fees

Payment processing fees charged by Stripe, GoCardless, or another payment provider are separate from our Fees. They are set by those providers, are charged by them directly, and are not controlled or refunded by memberbeam.

5.3 Passing fees to payers

The Service may let you choose to pass Platform Fees and processing fees on to the people who pay you. If you use this option, you are responsible for making sure it is lawful in your jurisdiction and for your payers’ jurisdictions, and that it is clearly disclosed to payers before they pay. Some jurisdictions restrict or prohibit surcharging, particularly on card payments.

5.4 Price lock

We want you to be able to plan your budget with confidence. While your subscription remains active on the same Plan:

• your Subscription Fee will not increase, and
• your Platform Fee rate will not increase,

for at least 36 months from the date your subscription to that Plan began (the “Price Lock Period”).

After the Price Lock Period ends, we may change the Subscription Fee or Platform Fee rate for your Plan by giving you at least 90 days’ written notice before the change takes effect. If you do not agree to the change, you may cancel before it takes effect and the change will not apply to you.

The price lock does not apply to:

• Usage Fees, such as SMS charges, which may change to reflect our providers’ costs, with at least 30 days’ notice;
• payment processing fees charged by Stripe, GoCardless, or other third parties;
• taxes, or changes in taxes;
• new add-ons or optional features you choose to purchase; or
• price changes that result from your choices, such as changing Plans, changing billing frequency, or exceeding the limits of your Plan.

The Price Lock Period ends if your subscription is canceled, terminated for breach, or moved to a different Plan. If you change Plans, a new Price Lock Period begins on the date the new Plan starts. Decreases in price may take effect at any time.

5.5 Billing and payment

Subscription Fees are billed in advance at the start of each monthly or annual billing period and are charged to the payment method on file. You authorize us, through our billing provider Stripe, to charge that payment method for all Fees when due. Unless stated otherwise, Fees are quoted and charged in the currency shown at checkout.

If a payment fails, we will notify you and may retry the charge. If Fees remain unpaid for more than 14 days after we notify you, we may suspend paid features or move your Account to the Free Plan until payment is made. We will not delete Customer Data because of non-payment without first giving you notice and an opportunity to export it, as described in Section 15.

5.6 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value added, goods and services, and similar taxes, other than taxes on our net income. Where we are required to collect tax, we will add it to your invoice. If you are tax-exempt, you must provide valid evidence of exemption.

You are solely responsible for determining, collecting, reporting, and paying any taxes that apply to payments you collect from your Members, such as sales tax or VAT on dues or tickets, and for any tax receipts you issue for donations.

5.7 Refunds of Fees

Except where required by law or expressly stated in these Terms:

• Subscription Fees are non-refundable, including for partial billing periods after cancellation or downgrade.
• Platform Fees are non-refundable, except as described in the Payments & Platform Fee Terms when the underlying payment is refunded.

If we terminate your subscription for convenience under Section 14.3, or you terminate because of our uncured material breach, we will refund any prepaid Subscription Fees for the unused portion of your billing period.

5.8 Disputed invoices

If you believe an invoice is incorrect, contact support@memberbeam.com within 60 days of the invoice date. We will work with you in good faith to resolve it.

6. Payments you collect

6.1 Stripe Connect

To accept online payments through memberbeam, you must connect your own Stripe account using Stripe Connect. By doing so, you agree to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. Stripe may require you to provide information to verify your identity and organization, and may decline or close your Stripe account in its discretion.

You authorize memberbeam to share information about you and your transactions with Stripe, and to access your Stripe account data as needed to provide the Service and collect Platform Fees.

6.2 GoCardless

If you choose to collect direct debit payments using GoCardless, you agree to GoCardless’s merchant terms and any applicable direct debit scheme rules, and you are responsible for obtaining valid mandates from payers.

6.3 You are the merchant of record

For all payments you collect through the Service, your Organization is the merchant of record and the seller or recipient of the funds. memberbeam is not a party to the transaction between you and your payer, is not a payment processor or money transmitter, and does not hold your funds. Payouts are made to you by Stripe or GoCardless, on their schedules and subject to their terms.

6.4 Refunds, disputes, and chargebacks

You are responsible for your own refund policy, for issuing refunds, and for responding to disputes and chargebacks. Any amounts owed because of refunds, chargebacks, reversals, or fines are your responsibility and are handled between you and your payment provider. Details are in the Payments & Platform Fee Terms.

7. Your responsibilities

You are responsible for:

• the accuracy, quality, and legality of Customer Data and how you obtained it;
• having a lawful basis, and any consents or notices required by law, to collect and use Member data in the Service, including data about minors, such as children in family or household memberships, for which you must obtain any required parental or guardian consent;
• providing your own privacy notice to Members that accurately describes how you use their data;
• complying with laws that apply to your Organization, including data protection, consumer protection, charitable solicitation, fundraising, tax, accessibility, and marketing laws;
• complying with email and SMS laws, including consent, identification, and unsubscribe requirements, as described in our Acceptable Use Policy;
• the content of your emails, SMS messages, websites, forms, wallet passes, and other communications;
• the terms, policies, and prices you present to Members, including membership, renewal, refund, and cancellation terms;
• the content, wording, and legal enforceability of any waivers, releases, or consent forms you collect through the Service, as described in Section 8.6;
• any domain names you connect to the Service, including keeping registrations current and DNS correctly configured; and
• maintaining your own copies of any Customer Data you need to keep for legal or business reasons, using the export tools we provide.

You must comply with our Acceptable Use Policy, which is part of these Terms.

8. Customer Data

8.1 You own your data

As between you and memberbeam, you own all Customer Data. We do not claim ownership of it. We will not sell Customer Data, and we will not use Member data for advertising.

8.2 Our use of Customer Data

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data only as needed to:

• provide, maintain, secure, and support the Service;
• prevent fraud, abuse, and security incidents;
• comply with law; and
• act on your instructions, including those given through your use of the Service, the API, and integrations you enable.

We process personal data within Customer Data as your processor or service provider, under the Data Processing Addendum.

8.3 Usage Data and aggregated data

We may collect and use Usage Data to operate, improve, and develop the Service, and we may create aggregated or de-identified data from your use of the Service, provided that it does not identify you, your Members, or any individual. We will not attempt to re-identify such data.

8.4 Security

We maintain administrative, technical, and physical safeguards designed to protect Customer Data, as described in the Data Processing Addendum. We will notify you of a personal data breach affecting Customer Data without undue delay and in any event within 48 hours of becoming aware of it, as described in the Data Processing Addendum.

8.5 Wallet passes

When you issue Apple Wallet or Google Wallet passes, we process device and push registration data to keep passes up to date, and Apple or Google deliver those updates. Members may remove a pass from their device at any time. Once a pass is on a Member’s device, its contents may remain there until the Member removes it, even if you delete the Member’s record.

8.6 Digital waivers and consent forms

The Service lets you require Members to electronically sign waivers, releases, and consent forms, for example when they join, register for an event, or check in at a kiosk. Where a Member is a minor, you can require a parent or guardian to sign on their behalf.

When a document is signed, we store the signed version together with an audit trail, which may include the signer’s name, the date and time of signing, IP address and device information, and the version of the document that was signed. Signed waivers and their audit trails are Customer Data. They are retained until you delete them or your Account data is deleted under Section 15, so export any signed records you need to keep before closing your Account.

memberbeam provides the signing tool only. We do not draft, review, or approve waiver content, and we make no representation that any waiver, release, or consent form, or any electronic signature collected through the Service, will be valid or enforceable in a particular jurisdiction or for a particular activity. You are responsible for:

• the content and wording of each document;
• deciding whether an electronic signature is appropriate and sufficient for your purposes;
• confirming that the person signing for a minor has authority to do so;
• meeting any legal requirements for presenting, signing, and retaining the document; and
• obtaining your own legal advice where needed.

9. Intellectual property

9.1 Our property

memberbeam and its licensors own all rights in the Service, including software, designs, templates, documentation, and trademarks. Except for the rights expressly granted in these Terms, no rights are transferred to you.

9.2 Your branding

You keep all rights in your names, logos, and other branding. You grant us a limited license to use them as needed to provide the Service, for example on your website, member portal, emails, and wallet passes.

9.3 Customer references

We will not publicly name your Organization as a customer without your permission. If you give permission, you may withdraw it at any time by contacting support@memberbeam.com.

9.4 Feedback

If you give us suggestions or feedback, we may use them freely without any obligation to you. Feedback does not include Customer Data.

10. Third-Party Services

The Service integrates with Third-Party Services, including Stripe, GoCardless, QuickBooks Online, Xero, Zapier, Apple Wallet, and Google Wallet. When you enable an integration, you authorize us to exchange data with that provider on your behalf.

Third-Party Services are governed by their own terms and privacy policies. We do not control them and are not responsible for their availability, security, accuracy, or acts and omissions. If a Third-Party Service changes or stops making its service available on reasonable terms, we may stop supporting the related integration without liability, and we will tell you in advance where we can.

11. Availability and support

11.1 Availability

We work hard to keep the Service available and reliable. We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for:

• planned maintenance, which we will try to schedule at low-traffic times and announce in advance where it is expected to cause noticeable disruption;
• emergency maintenance needed for security or stability; and
• outages caused by factors outside our reasonable control, including failures of Third-Party Services or internet providers.

Current status and incident history are available on our status page. Specific uptime commitments, if any, are set out in a written service level agreement or order form.

11.2 Offline features

Some mobile app features, such as event check-in, can work offline and synchronize when a connection is restored. Data captured offline is not saved to the Service until it has synchronized, and may conflict with changes made elsewhere in the meantime.

11.3 Support

We provide support by email at support@memberbeam.com and through in-app chat. Support hours, response targets, and channels may vary by Plan, as described on our pricing page.

11.4 Changes to the Service

We continually improve the Service and may add, change, or remove features. We will not make changes that materially reduce the core functionality of your paid Plan during your current billing period. If we plan to remove a material feature from a paid Plan, we will give you at least 30 days’ notice.

12. Confidentiality

12.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Our non-public pricing, security information, and product plans are our Confidential Information.

Confidential Information does not include information that (a) is or becomes public through no fault of the recipient, (b) was known to the recipient before disclosure without a duty of confidentiality, (c) is received from a third party without a duty of confidentiality, or (d) is independently developed without use of the other party’s Confidential Information.

12.2 Obligations

Each party will use the other’s Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to its employees, contractors, advisors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as these.

12.3 Required disclosure

A party may disclose Confidential Information if required by law or legal process, provided it gives the other party prompt notice, where legally permitted, and reasonable help to seek a protective order. Our handling of government requests for Customer Data is described in the Data Processing Addendum.

13. Warranties and disclaimers

13.1 Mutual warranties

Each party warrants that it has the authority to enter into these Terms and that it will comply with laws applicable to it in performing under them.

13.2 Our warranty

We warrant that, during your subscription, the Service will perform materially as described in our documentation, and that we will not materially decrease the overall security of the Service. If we breach this warranty, and you notify us within 30 days of discovering the issue, we will use reasonable efforts to correct it. If we cannot do so within a reasonable time, either party may terminate the affected subscription and we will refund prepaid Subscription Fees for the unused period. This is your sole remedy for breach of this warranty.

13.3 Your warranty

You warrant that you have all rights, consents, and lawful bases needed for us to process Customer Data as described in these Terms, and that Customer Data and your use of the Service do not violate any law or third-party right.

13.4 Disclaimer

Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, that AI output will be accurate, or that the Service will meet your specific legal, tax, or regulatory obligations.

memberbeam does not provide legal, tax, accounting, or financial advice. Features such as tax receipts, accounting sync, fee settings, and digital waivers are tools to help you, and you remain responsible for how you use them.

13.5 Consumer law

Nothing in these Terms excludes or limits any warranty, guarantee, or right that cannot be excluded or limited under applicable law, such as the Australian Consumer Law or the New Zealand Consumer Guarantees Act. Where such law allows us to limit our liability for breach of a non-excludable guarantee, our liability is limited, at our option, to resupplying the services or paying the cost of having them resupplied. If you acquire the Service for the purposes of a business, you agree that the New Zealand Consumer Guarantees Act 1993 does not apply.

14. Term and termination

14.1 Term

These Terms begin when you first accept them or use the Service and continue until your Account is closed. Paid subscriptions renew automatically for successive periods equal to your billing period (monthly or annual) unless canceled.

14.2 Cancellation by you

You can cancel at any time from your Account settings or by contacting support@memberbeam.com. Cancellation takes effect at the end of your current billing period, and you will keep access to paid features until then. You may close your Account entirely at any time.

14.3 Termination by us

We may terminate these Terms for convenience by giving you at least 90 days’ notice. We may also terminate or suspend your Account as described below.

14.4 Termination for breach

Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within 30 days after receiving written notice describing it.

14.5 Suspension

We may suspend all or part of your access to the Service, with notice where practical, if:

• your use of the Service poses a security risk to the Service or others;
• you or your Admins violate the Acceptable Use Policy;
• we reasonably believe your Account is being used for fraud or other unlawful activity;
• Fees are overdue as described in Section 5.5; or
• suspension is required by law or by a payment provider.

We will limit suspension to what is reasonably necessary and restore access promptly once the issue is resolved.

14.6 Effect of termination

When these Terms end or your subscription is canceled:

• your right to use paid features ends at the end of the paid period;
• you remain responsible for Fees incurred before termination, including Platform Fees on payments already processed and Usage Fees already incurred;
• Platform Fee collection stops for new payments once your Account is closed, but recurring payments you have set up will stop being processed through memberbeam, so you should make other arrangements with your Members; and
• Sections 5 (for amounts owed), 8.3, 9, 12, 13.4, 16, 17, 18, and 20 survive.

15. Data export and deletion

15.1 Export at any time

You can export your Customer Data at any time while your Account is active, using the export tools in the Service or the API. Exports are provided in common formats such as CSV.

15.2 After cancellation or termination

For 30 days after your Account is closed or your subscription ends (the “Export Window”), you may still sign in to export your Customer Data, even if paid features are no longer available. You can also ask us to provide an export by contacting support@memberbeam.com during this period.

15.3 Deletion

After the Export Window ends, we will delete Customer Data from our active systems within 30 days. Copies held in backups are deleted automatically on our backup rotation schedule, within a further 35 days. Until deletion, any retained Customer Data remains protected by these Terms and the Data Processing Addendum.

We may retain limited data where required by law, such as billing and tax records relating to your Account, and data needed to resolve disputes or enforce these Terms. Records held by Stripe, GoCardless, or other Third-Party Services are governed by their own retention policies.

You can also ask us to delete Customer Data sooner by contacting privacy@memberbeam.com. Deletion is permanent and cannot be undone.

16. Limitation of liability

16.1 Exclusion of indirect damages

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, or data, or cost of substitute services, arising out of or relating to these Terms, even if advised of the possibility of such damages.

16.2 Liability cap

To the maximum extent permitted by law, each party’s total liability arising out of or relating to these Terms will not exceed the greater of (a) the total Fees paid and payable by you to memberbeam in the 12 months before the event giving rise to the liability, and (b) US$100.

16.3 Exceptions

The limits in Sections 16.1 and 16.2 do not apply to:

• your obligation to pay Fees;
• a party’s indemnification obligations under Section 17;
• a party’s breach of Section 12 (Confidentiality), excluding breaches relating to Customer Data, which are subject to Section 16.2;
• your breach of Section 3.3 (Restrictions) or the Acceptable Use Policy; or
• liability that cannot be limited under applicable law, including for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.

16.4 Basis of the bargain

The parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain between them.

17. Indemnities

17.1 Our indemnity

We will defend you against any third-party claim alleging that the Service, as provided by us, infringes or misappropriates that third party’s intellectual property rights, and will pay any damages finally awarded or agreed in settlement.

If the Service is, or we believe it is likely to be, subject to such a claim, we may (a) obtain the right for you to keep using it, (b) modify it so it is non-infringing without materially reducing its functionality, or (c) if neither is reasonably possible, terminate the affected subscription and refund prepaid Subscription Fees for the unused period.

This indemnity does not apply to claims arising from Customer Data, Third-Party Services, AI output you choose to use, modifications not made by us, combinations with products not provided by us, or your use of the Service in breach of these Terms.

17.2 Your indemnity

You will defend memberbeam and its affiliates, officers, employees, and agents against any third-party claim arising from (a) Customer Data, (b) your use of the Service in breach of these Terms, the Acceptable Use Policy, or applicable law, (c) your transactions with Members or payers, including refunds, chargebacks, and disputes, or (d) your emails, SMS messages, and other communications, and will pay any damages finally awarded or agreed in settlement.

17.3 Procedure

The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (except that it may not settle a claim in a way that admits fault or imposes obligations on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate with its own counsel at its own cost.

18. Governing law and disputes

These Terms are governed by the laws of [Governing law], without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting formal proceedings, each party agrees to try to resolve any dispute informally by contacting the other at the addresses in Section 19 and negotiating in good faith for at least 30 days. If the dispute is not resolved, the courts of [Governing law] will have exclusive jurisdiction, and each party submits to their jurisdiction. Either party may seek urgent injunctive relief in any court of competent jurisdiction.

Nothing in this section deprives you of the protection of mandatory laws of the country in which you are established, where those laws cannot be excluded by agreement.

19. Notices

We may give you notices by email to the primary contact on your Account, through in-app messages, or by posting on our website for changes that affect all customers. Notices to you are effective when sent.

Legal notices to memberbeam must be sent by email to legal@memberbeam.com, with a copy by post to:

[Company legal name] [Registered address]

Notices to us are effective when received. For routine questions, contact support@memberbeam.com.

20. Changes to these Terms

We may update these Terms from time to time, for example to reflect new features, changes in law, or clarifications. We will post the updated Terms on our website and update the date at the top.

If a change is material and adverse to you, we will notify you at least 30 days before it takes effect. If you do not agree to the change, you may cancel before it takes effect, and the previous Terms will continue to apply until the end of your current billing period. Changes required by law, or that address security or abuse, may take effect sooner.

No change to these Terms will shorten or remove the price lock described in Section 5.4 for any Price Lock Period that has already started.

21. General

Entire agreement. These Terms, together with the documents they incorporate and any signed order form, are the entire agreement between the parties about the Service and supersede any prior agreements on that subject. Terms in your purchase orders or other documents do not apply.

Assignment. Neither party may assign these Terms without the other’s written consent, except that either party may assign them without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its relevant assets, provided the successor agrees to be bound by them. We will notify you of any such assignment.

Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, government action, pandemics, or failures of internet, hosting, or payment providers. This does not excuse your obligation to pay Fees.

Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.

No third-party beneficiaries. There are no third-party beneficiaries to these Terms. Members are not parties to these Terms and have no rights under them.

Waiver and severability. A failure to enforce a provision is not a waiver. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the rest of these Terms will remain in effect.

Export and sanctions. You will comply with applicable export control and sanctions laws. You represent that you are not located in, and will not use the Service from, a country subject to comprehensive sanctions, and that you are not on a government list of restricted parties.

Government and public bodies. If you are a public body subject to laws that conflict with any part of these Terms, such as rules on indemnities or governing law, those terms apply only to the extent permitted by the laws that apply to you.

Language. These Terms are written in English. Any translation is provided for convenience, and the English version will control.

Contact. Questions about these Terms can be sent to legal@memberbeam.com.